Bain Capital entities report major Kailera Therapeutics (KLRA) stake
Filing Impact
Filing Sentiment
Form Type
3
Rhea-AI Filing Summary
Kailera Therapeutics, Inc. filed an initial ownership report showing that Bain Capital Life Sciences–affiliated entities are indirect ten percent owners through preferred stock holdings. BCLS Fund IV Investments, L.P. holds Series A-1 and Series B Preferred Stock that are each convertible into Common Stock on a 1:1 basis and automatically convert upon the closing of Kailera’s initial public offering, with no expiration date.
The filing reports 4,145,768 underlying shares of Common Stock from Series B Preferred Stock and 16,875,000 underlying shares of Common Stock from Series A-1 Preferred Stock, all held indirectly. Upstream Bain Capital Life Sciences entities may be deemed to share voting and dispositive power over these securities while disclaiming beneficial ownership except to the extent of their pecuniary interest.
Positive
- None.
Negative
- None.
Insider Trade Summary
2 transactions reported
Mixed
2 txns
Insider
Bain Capital Life Sciences Investors, LLC, Bain Capital Life Sciences IV General Partner, LLC, Bain Capital Life Sciences Fund IV, L.P., BCLS Fund IV Investments GP, LLC, BCLS Fund IV Investments, L.P.
Role
null | null | null | null | null
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| holding | Series A-1 Preferred Stock | -- | -- | -- |
| holding | Series B Preferred Stock | -- | -- | -- |
Holdings After Transaction:
Series A-1 Preferred Stock — 16,875,000 shares (Indirect, See footnotes);
Series B Preferred Stock — 4,145,768 shares (Indirect, See footnotes)
Footnotes (1)
- Each share of the Issuer's Series A-1 Preferred Stock is convertible, at the option of the holder, into shares of the Issuer's Common Stock on a 1:1 basis and will automatically convert upon the closing of the Issuer's initial public offering. These securities have no expiration date. Each share of the Issuer's Series B Preferred Stock is convertible, at the option of the holder, into shares of the Issuer's Common Stock on a 1:1 basis and will automatically convert upon the closing of the Issuer's initial public offering. These securities have no expiration date. Represents shares of the Issuer's Series A-1 Preferred Stock and Series B Preferred Stock held directly by BCLS Fund IV Investments, LP ("BCLS Fund IV Investments"). Bain Capital Life Sciences Investors, LLC ("BCLSI") is the manager of Bain Capital Life Sciences IV General Partner, LLC ("BCLS Fund IV GP"), which is the general partner of Bain Capital Life Sciences Fund IV, L.P. ("BCLS Fund IV"), which is the managing member of BCLS Fund IV Investments GP, LLC ("BCLS Fund IV Investments GP"), which is the general partner of BCLS Fund IV Investments. As a result, each of BCLSI, BCLS Fund IV GP, BCLS Fund IV and BCLS Fund IV Investments GP may be deemed to share voting and dispositive power with respect to the securities held by BCLS Fund IV Investments. BCLSI, BCLS Fund IV GP, BCLS Fund IV and BCLS Fund IV Investments GP each disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.
Key Figures
Underlying Common from Series B: 4,145,768 shares
Underlying Common from Series A-1: 16,875,000 shares
Conversion ratio: 1:1
+1 more
4 metrics
Underlying Common from Series B
4,145,768 shares
Underlying shares of Common Stock from Series B Preferred Stock
Underlying Common from Series A-1
16,875,000 shares
Underlying shares of Common Stock from Series A-1 Preferred Stock
Conversion ratio
1:1
Each Series A-1 and Series B Preferred converts into one Common share
Exercise price
$0.0000
Stated conversion or exercise price for both preferred series
Key Terms
Series A-1 Preferred Stock, Series B Preferred Stock, initial public offering, convertible, +1 more
5 terms
Series A-1 Preferred Stock financial
"Represents shares of the Issuer's Series A-1 Preferred Stock and Series B Preferred Stock held directly"
Series A-1 preferred stock is a specific class of company shares created in an early financing round that typically gives its holders priority over common shareholders for dividends and money if the company is sold or liquidates. Think of it as a special ticket with upfront privileges — often convertible into ordinary shares and sometimes carrying voting or protective rights — so investors use it to reduce risk and preserve control compared with ordinary stock.
Series B Preferred Stock financial
"Each share of the Issuer's Series B Preferred Stock is convertible, at the option of the holder"
Series B preferred stock is a type of ownership share issued by a company that offers certain advantages over common stock, such as priority in receiving dividends or assets if the company is sold or liquidated. It is typically issued after an initial round of funding, making it a way for investors to support a company's growth while gaining some protections and benefits. This stock matters to investors because it often provides a more secure investment position with potential for future growth.
initial public offering financial
"will automatically convert upon the closing of the Issuer's initial public offering"
An initial public offering (IPO) is when a private company first sells its shares to the public and becomes a stock-listed company. It matters because it allows the company to raise money from a wide range of investors, helping it grow, while giving early shareholders a way to sell some of their ownership.
convertible financial
"Each share of the Issuer's Series A-1 Preferred Stock is convertible, at the option of the holder"
A convertible is a type of investment that starts as a loan or preferred stake (like a bond or preferred share) but can be exchanged for common shares of the company at a set price or under certain conditions. It matters to investors because it offers a mix of steady income and downside protection like a loan, plus the upside of stock ownership if the company does well—similar to holding a coupon that you can trade for a full ticket if the event becomes valuable.
ten percent owner regulatory
"is_ten_percent_owner: 1"
FAQ
What does the Form 3 for Kailera Therapeutics (KLRA) disclose?
The Form 3 discloses initial beneficial ownership by Bain Capital Life Sciences–related entities in Kailera Therapeutics. It reports indirect holdings of Series A-1 and Series B Preferred Stock, which are convertible into Common Stock on a 1:1 basis and tied to a future initial public offering.
Who directly holds the Kailera Therapeutics preferred stock mentioned in the Form 3?
The Form 3 states that BCLS Fund IV Investments, L.P. directly holds the reported Series A-1 and Series B Preferred Stock. Other Bain Capital Life Sciences entities are upstream owners and may be deemed to share voting and dispositive power over these securities through their control relationships.
What is the significance of the ten percent owner status in the Kailera Therapeutics Form 3?
Several Bain Capital Life Sciences–related entities are identified as ten percent owners of Kailera Therapeutics. This status means they hold, or may be deemed to hold, a sizeable equity position, triggering ongoing reporting obligations for their holdings and any future reportable transactions in the company’s securities.